Starting a business in Slovenia
At the very beginning, we will mention some basic things about starting a business and describe the tax aspect of the establishment of the company itself.
There are no limiting conditions on establishing a company in Slovenia – anyone may register a company, and the procedure is the same for all. Non-residents of the Republic of Slovenia have to obtain a Slovenian tax number before starting to set up their own company in Slovenia.
The fastest way to start working as a legal person in Slovenia or the EU is to register as a sole trader. However, this is only possible for EU citizens or people living in Slovenia for at least one year.
Individuals most often operate as sole traders (samostojni podjetnik or s.p. in Slovene), and legal entities may establish different forms of businesses: the most common are the limited liability company (LLC or d.o.o.) and public limited company (PLC or d.d.).
When deciding to start our own company, we will initially choose what legal organisational form we will use in business.
It is wise to prepare the following documents in advance, as we are going to need them in the process of starting a business:
– Company name: must be recognisable and clear, not too similar to the terms of other companies. Before the establishment procedure, the name is checked in the AJPES business register.
In the case of a sole trader, the name includes a label indicating activity, the name and surname of the entrepreneur and the designation of a sole trader.
At d.o.o., the company name of the limited liability company should contain three mandatory ingredients: an ingredient that individualises the company – fantasy denomination; a label or several words indicating the main activity of the company and a designation of the legal organisational form, which is in the case of the limited liability company d.o.o.
Date of entry: at sole proprietorship, the desired date can be proposed to the Business Register of Slovenia for one day or no more than one month in advance. When a company is incorporated, the registration date cannot be proposed.
Share capital is the enterprise’s assets necessary for opening a business. They are intended for the company’s operation and its creditors’ protection. At d.o.o., the share capital is at least 7,500 euros. Each primary stake is at least €50.
Movable and immovable property, rights and an undertaking or only part of an undertaking may be provided as an in-kind investment. The share capital is mandatory in the following legal forms: d.o.o., d.d. and k.d.d.
Business address: a city, street and house number where the activity in question will be carried out is selected as the company’s business address. In case you are not the owner of the facility at the address you want to register at. In that case, you must enclose a certified statement from the facility’s owner allowing you to operate at this address to your registration application. At this address, the entrepreneur accepts official postal items.
Business premises: to carry out certain activities in the field of catering, trade, storage, production, education, workshops, laboratories and clinics, it is necessary to provide appropriate business premises. The building where the business premises are located must have an operating permit. The room can be rented or purchased; before that step, checking whether the facility is granted permission to use it for business purposes is helpful.
We should not forget to mention the company’s representatives. Founders of all forms of companies, except sole proprietorship, must designate at least one company manager, a manager or a legal representative. The company may also appoint one or more procurators or procurators. The latter shall have the function of representation for third parties.
Last but not least, it is essential to determine an activity when starting a company. The main activity is the one that we anticipate will bring the primary revenue. In addition to the main activity, we can choose additional ones the company will perform; their number is not limited. Activities are selected from the Standard Classification of Activities (SKD) code list.
The table below shows the differences between sole proprietorship and d.o.o., mainly from a tax or financial point of view.
S.P. D.O.O.
Personal responsibility | YES (you answer with personal assets) | NO (you answer only with the invested capital or company capital) |
Share capital | Not necessary | 7,500 € (can be in cash, assets or any combination), at the DATA point exclusively in cash. |
Establishment | Free at DATA point | Free at DATA point |
Taxation of profits | 16%, 26%, 33%, 39%, 50% (income tax scale) | Corporate tax – 19% |
Management of accounts | Norminated expenses (80%)Simple bookkeeping Double entry | Norminated expenses (80%) Double entry |
ELKO BUSINESS CENTER d.o.o. is the complete professional services provider with offices in Slovenia and Croatia. For more information about setting up business in Slovenia , please contact our colegue Mrs. Anela Rekić +38671549511 or mail office@elko-business.com